EXHIBIT 8
July 26, 2007
To the Persons Named on
Schedule 1 Hereto
Re: Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-3
------------------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to that certain
Private Placement Agency Agreement dated as of July 18, 2007 ("Private Placement
Agency Agreement"), by and among Bank of America, National Association ("Bank of
America"), Banc of America Commercial Mortgage Inc. ("BACM"), and Banc of
America Securities LLC ("BAS", the "Placement Agent") and pursuant to Section 6
of that certain Underwriting Agreement dated as of July 18, 2007 (the
"Underwriting Agreement"), by and among BACM, BAS, Commerzbank Capital Markets
Corp. ("Commerz"), Hypo Capital Markets, Inc. ("Hypo Capital"), SunTrust Capital
Markets, Inc. ("SunTrust Xxxxxxxx Xxxxxxxx"), Citigroup Global Markets Inc.
("Citigroup") and Credit Suisse Securities (USA) LLC ("Credit Suisse" and,
together with BAS, Commerz, Hypo Capital, SunTrust Xxxxxxxx Xxxxxxxx and
Citigroup, the "Underwriters"). We have acted as special counsel to BACM in
connection with (i) the issuance of the Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-3 (the
"Certificates"), which consist of 31 classes: the Class A-1, Class A-2, A-2FL,
Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1A, Class XW, Class A-M,
Class A-MF, Class A-MFL, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S, Class R-I and Class R-II Certificates; (ii) the sale by BACM
to the Underwriters of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-5, Class A-1A, Class XW, Class A-M, Class A-MF, Class A-J, Class B,
Class C and Class D Certificates (collectively, the "Publicly Offered
Certificates"); and (iii) the sale by BACM through the Placement Agent of the
Class A-2FL, Class A-MFL, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, and Class S Certificates
(collectively, the "Privately Offered Certificates").
The Certificates are being issued pursuant to that certain Pooling
and Servicing Agreement, dated as of July 1, 2007 (the "Pooling and Servicing
Agreement"), by and among BACM, as depositor, Bank of America, National
Association, as master servicer, Midland Loan Services, Inc., as special
servicer, and Xxxxx Fargo Bank, N.A., as trustee and REMIC administrator.
Capitalized terms used and not otherwise defined herein have the meanings given
to them in the Pooling and Servicing Agreement. The Certificates will evidence
beneficial ownership interests in a trust fund (the "Trust Fund"), the assets of
which will consist of a pool of mortgage loans identified on Schedule I to the
Pooling and Servicing Agreement, together with certain related assets.
In rendering the opinions set forth below, we have examined and
relied upon originals, copies or specimens, certified or otherwise identified to
our satisfaction, of the Pooling and Servicing Agreement, the Prospectus and the
Prospectus Supplement, dated July 18, 2007, relating to the Publicly Offered
Certificates, the Private Placement Memorandum, dated July 18, 2007 relating to
the Privately Offered Certificates (the "Private Placement Memorandum"), the
specimen forms of the Certificates and such certificates, corporate records and
other documents, agreements, opinions and instruments, including, among other
things, those delivered at the closing of the purchase and sale of the
Certificates, as we have deemed appropriate as a basis for such opinion
hereinafter expressed. In connection with such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the conformity of the text of each
document filed with the Securities and Exchange Commission through the XXXXX
System to the printed document reviewed by us, the authenticity of the originals
of such documents, agreements and instruments submitted to us as copies or
specimens, and the accuracy of the matters set forth in the documents,
agreements and instruments we reviewed. As to matters of fact relevant to the
opinions expressed herein, we have relied upon, and assumed the accuracy of, the
representations and warranties contained in the Pooling and Servicing Agreement
and in certificates and oral or written statements and other information
obtained from BACM, the Master Servicer, the Special Servicers, the Trustee, the
REMIC Administrator, the Placement Agent, the Underwriters and others, and of
public officials. Except as expressly set forth herein, we have not undertaken
any independent investigation (including, without limitation, conducting any
review, search or investigation of any public files, records or dockets) to
determine the existence or absence of the facts that are material to our
opinions, and no inference as to our knowledge concerning such facts should be
drawn from our reliance on the representations of BACM, the Master Servicer, the
Special Servicers, the Trustee, the REMIC Administrator, the Placement Agent,
the Underwriters and others in connection with the preparation and delivery of
this letter. Any capitalized terms used herein and not defined shall have the
meaning ascribed to them in the Pooling and Servicing Agreement.
In rendering the opinion below, we do not express any opinion
concerning the laws of any jurisdiction other than the substantive federal laws
of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that,
assuming (i) that the elections required by Section 860D(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), are properly made, (ii)
compliance with all relevant provisions of the Pooling and Servicing Agreement
as in effect as of the Closing Date, (iii) compliance with the One Park Avenue
Pooling Agreement and the ChampionsGate Hotel Pooling Agreement and the
continuing qualification of the REMICs formed thereunder and (iv) compliance
with any subsequent changes in law, including any amendments to the Code or
applicable Treasury Regulations thereunder, (a) REMIC I and REMIC II will each
qualify for treatment for federal income tax purposes as a "real estate mortgage
investment conduit", as defined in Section 860D of the Code; (b) the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1A, Class XW,
Class A-M, Class A-MF, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q and Class S Certificates and the Class A-2FL and Class A-MFL Regular
Interests will constitute "regular interests" in REMIC II and the Class R-II
Certificates will constitute the sole class of "residual interests" in REMIC II
within the meaning of the Code; (c) the REMIC I Regular Interests will
constitute "regular interests" in REMIC I within the meaning of the Code; (d)
the Class R-I Certificates will constitute the sole class of "residual
interests" in REMIC I within the meaning of the Code; (e) the portion of the
Trust Fund consisting of the Class A-2FL Regular Interest, the Class A-2FL Swap
Contract and the Class A-2FL Floating Rate Account will be treated as part of a
grantor trust under subpart E, Part I of subchapter J of the Code, and the Class
A-2FL Certificates will represent undivided beneficial interests in such portion
and (f) the portion of the Trust Fund consisting of the Class A-MFL Regular
Interest, the Class A-MFL Swap Contract and the Class A-MFL Floating Rate
Account will be treated as part of a grantor trust under subpart E, Part I of
subchapter J of the Code, and the Class A-MFL Certificates will represent
undivided beneficial interests in such portion.
The foregoing opinion is based on current provisions of the Code,
the Treasury regulations promulgated thereunder, published pronouncements of the
Internal Revenue Service (the "Service") and case law, any of which may be
changed at any time with retroactive effect. Further, you should be aware that
opinions of counsel are not binding on the Service or the courts. We express no
opinion as to any matters covered by this opinion of the laws of any
jurisdiction other than the federal income tax laws of the United States of
America. Additionally, we undertake no obligation to update this opinion in the
event there is either a change in the legal authorities, in the facts or in the
documents on which this opinion is based, or an inaccuracy in any of the
information upon which we have relied in rendering this opinion. Furthermore,
this opinion is not intended or written to be used, and cannot be used, for the
purpose of avoiding U.S. federal, state or local tax penalties. This opinion is
written in connection with the promotion or marketing by BACM, the Placement
Agent and/or the Underwriters of the transactions or matters addressed in this
letter. Taxpayers (other than BACM) should seek advice based on their particular
circumstances from an independent tax advisor.
We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. Without our prior written
consent, this letter is not to be relied upon, used, circulated, quoted or
otherwise referred to by, or assigned to, any other person (including any person
that acquires any Certificates from you or that seeks to assert your rights in
respect of this letter (other than your successor in interest by means of
merger, consolidation, transfer of a business or other similar transaction)) or
for any other purpose. Nevertheless, you may disclose to any and all persons,
without limitation of any kind, the U.S. federal, state and local tax treatment
of the Certificates and the Trust Fund, any fact that may be relevant to
understanding the U.S. federal, state and local tax treatment of the
Certificates and the Trust Fund, and all materials of any kind (including this
opinion letter and any other opinions or other tax analyses) relating to such
U.S. federal, state and local tax treatment and that may be relevant to
understanding such U.S. federal, state and local tax treatment. In addition, we
disclaim any obligation to update this letter for changes in fact or law, or
otherwise.
Very truly yours,
/s/ Cadwalader, Xxxxxxxxxx & Xxxx LLP
SCHEDULE 1
Banc of America Commercial Mortgage Inc.
000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Bank of America, National Association
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Commerzbank Capital Markets Corp.
0 Xxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Hypo Capital Markets, Inc.
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SunTrust Capital Markets, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Credit Suisse Securities (USA) LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
